Shake Em Up
by BlondieBear27
Summary: GLaDOS keeps Chell at Aperture, and Wheatley doesn't go into space. My first rated M fanfic. Human!GLaDOS, Human!Wheatley, Chell. Threesome! MAJOR FLUFF! :)


**AN/ Hey! This is my first M fic, I decided to take a break from writing Fast Friends to mix things up a little! Please dont hate me, I never wrote anything like this before!/**

"Another day of moving things for GLaDOS, *sigh* why did she even make so many arts for the nanobots, robots and turrets when she doesn't use them? It's pointless! Mad!"

Wheatley was walking from test chambers to storage room, carrying heavy boxes of mechanical parts for the past three days now. "Why can't she do it herself? I mean, ever since she placed both me and her in human bodies, she has been making me do all this work when she could've done it herself…"

As he was walking down a hallway, he heard some noises from a room up ahead; it sounded like a muffled …Chell! When Wheatley was taken down from being in control and almost killing everyone and everything in the facility, GLaDOS had placed him in a human body in thought it was the best punishment for what he has done. Ever since, she ordered him around and made him test some new chambers every now and then.

Chell stayed with the two newly made humans, she had her own room down the hall, across from Wheatley's and three from GLaDOS'. He was happy that Chell forgave him for trying to kill her, but he still fears that he will screw up all over again. Once, while they were doing a test for GLaDOS, Chell and Wheatley had to work together on one of the co-operative chambers.

Chell knew exactly what to do, while Wheatley was fucking things up left and right…she made him do the easy work while she did everything else. He figured that she sometimes felt pity for him, not figuring out the easiest of tests and messing up in the process. Wheatley sighed, trying to clear his head and remember his task at hand. The muffled cries grew louder with every step he took; he needed to figure out what it was. Dropping the boxes, which made all the metal parts fly all over the place, bouncing off the walls and leaving marks on the floor from oil left on some pipes and bolts.

Wheatley ran to the noise, hoping that Chell was alright and not dying. When he rounded the corner, he stopped dead in his tracks, observing the scene that played before him; Chell was on a metal table, mouth gagged (not that she needed it since she can't talk…) head thrown back, eyes tightly shut, and GLaDOS looking – er, well, between her legs, licking her private area.

Chell seemed to notice his presence since GLaDOS had stopped what she was doing to her. She looked at him with wide eyes that were full of pleasure and desire, wanting more. "Oh look who finally decided to join us…took you long enough." GLaDOS murmured as she picked her head up slowly. Wheatley felt something familiar going through him, the itch. He almost freaked out, not wanting to go and try to kill Chell again. Staring at Chell's bound and naked body, the itch getting worse.

"Stop standing there with your mouth open, take your pants off and get that mouth to use and fuck her with it." Fumbling with his clothes, Wheatley obeyed and stripped down to nothing. Walking over to the two girls, he stood in front of Chell, hesitating on actually doing this. Chell was panting, waiting in anticipation to feel that warm feeling flood her body, she wants that orgasm.

The look in her eyes informed the man standing next to her that he needed to start soon or she would break free and jump him. "Well? What are you waiting for? Go ahead and fuck her already!" GLaDOS said, working on herself by using a toy. Wheatley never really saw Chell or GLaDOS naked. Well…there was that one time where he accidentally walked in on Chell taking a shower…but that was really nothing compared to now! Yeah, he had always fantasized about this beautiful girl riding him, licking and sucking him, making her and himself see stars behind their eyes, screaming out her name in orgasm as he fucked her hard into the bed.

Now that he has that opportunity, he doesn't know what to do first! He also never pictured GLaDOS here though…but he could work with it. He felt a little under pressure right now since GLaDOS told him to strip and dive right in right then and there, so he can't exactly get hard…without some help that is. GLaDOS stopped playing with herself and went over to Wheatley.

*Sigh* "It seems to me like you are incapable of getting it up, no matter; I'll fix that right now." With that said she got down on her knees, flipped back her white hair, and went to work on his dick. As soon as wrapped her mouth on his cock, he let out a moan, giving into the pleasure, and relaxing. Chell struggled with her restraints, she wanted to feel good too…GLaDOS was licking and sucking Wheatley off while she played with herself at the same time.

Wheatley's moans grew louder, he placed his hands on the back of her head, but she then gave him a look that said "touch my head, and ill bite off your dick." So he removed them and continued to stand there, feeling a bit dizzy from the pleasure. Soon enough he was rock hard and ready to fuck. "Ohhh man alive, t-that feels so-s…aah." Pleasure was building inside his body, but so did some other feelings…yeah he loved what GLaDOS was doing to him, but what he really wanted was Chell.

GLaDOS looked up to see Wheatley's eyes locked with Chell's, and so she stopped. He let out a strangled noise that reminded him that he didn't want to stop feeling good. He looked back to see her getting up and go over to Chell. "So, since you're all ready to go, and can't stop staring at her, I'll let you do whatever you want to her, but you can only use your mouth right now, I want to use your cock first."

With that said, GLaDOS pressed a button on the table Chell was attached to, and it had her almost standing, but she was leaning backwards, so her dripping wet pussy was in full view of Wheatley and GLaDOS. Wheatley gulped, and waited to figure out what to do next. "Okay, lay underneath her body face close to her vagina, and I'll do the rest." Wheatley did as told; he laid down under Chell, and had his arms underneath his head. What he felt next was hands on his cock, the white haired girl getting ready to ride him.

He looked up at Chell's face; he knew that she wanted this, she NEEDED this. GLaDOS got atop of Wheatley and sank down on his dick. He let out a long loud moan, so did the girl on top of him. Chell tried to move her body to tell Wheatley that she was ready. He looked up with hooded eyes, and saw she was absolutely soaking wet, almost dripping on him. Wheatley gave her a devious smile, one she hasn't seen since he took over the facility about a year ago.

She shook with anticipation, closing her eyes; she waited for it to happen. Seconds felt like hours for Chell, until now. She opened her eyes in shock and pleasure, Wheatley licked her from bottom to the top, inside and out. Chell thrashed her head back and forth on the table, pleasure building up within her body. In the room, there were two moans, getting louder and louder, GLaDOS rode Wheatley fast and hard, wanting release. Wheatley continued to lick Chell's pussy, making her shudder. GLaDOS was first to come, moaning loud, almost screaming, and shaking a bit from the aftershock.

A bang came from outside the room.

"*sigh* It's probably the robots breaking something…you two do what you want, ill untie her so you can have your way with her." Wheatley got off the floor and stood in front of Chell, waiting till she was unchained from the table. She still had the gag on, don't know why, seeing how she can't talk. As soon as she was unchained, she had glowing glittering eyes, filled with desire and lust. Wheatley had the same look in his eyes also. GLaDOS walked out of the room to check on her building. Wheatley picked up Chell and ran to his bedroom, wanting to get there and start their amazing moment.

Chell was placed on his bed once they were inside; he only left her for a minute to go dim the lights. The passion was roaming through her body, she waited for this for a long time. Wheatley gave her a small smile that sent her into a deep blush from head to toe. Wheatley slowly crawled his way onto the bed, trying to be seductive for her. He kissed his way up her body, her legs, stomach, ribs, breasts, neck and then lips. The kill started out slow, but grew fast. Wheatley kissed his way back down to her neck, where he nipped and kissed a bit, making Chell BURN with passion.

Next, he went to her breasts, where he held them carefully, as if she was going to break on impact, he massaged them while kissing her. Her head was moving back and forth, eyes closed, hands roaming over his back and head, where she played with his hair. Lower and lower he went down her body, more and more he teased her. Soon enough, he was at her pussy, seeing that she was absolutely dripping wet for him. He looked back up to see her eyes shut tightly; waiting to see what he was going to do next.

Everything he does always surprise her, there is nothing that this man can't do at this moment that would make Chell's mood change. "Love, are you ready?" She opened her eyes and nodded at him. He licked her from bottom to top. "You taste…-"another lick "-…delightful." Wheatley inserted a finger into her, seeing how she bucks her hips against his hand. He smiled wide, having a great idea in mind. As he inserted one more finger in her, he attacked her clit with his mouth, sending Chell's eyes flying open, and bucking roughly against him. "You like that don't you love?"

Chell's mind went blank, nothing entered her mind, she was caught up in the building pleasure Wheatley was inflicting on her, making her grip his head by the hair and held him in place, and he knew she was going to come soon. She mouthed his name over and over again. He was rock hard, wanting to go inside her so fucking bad, but he wanted to make her come first, to feel good first.

Small sounds filled the room, sounded like high pitched squeaks. It was defiantly not coming from him, he stopped to find out where it was coming fro. "H-hold on a second love, there's a noise that's in the room and i-its not from me/"He stopped and looked at the girl laying on the bed, she was whimpering, Chell was making noises! "L-love, y-youre making s-sounds! You can make sounds!"

Chell stopped and looked at Wheatley and smiled. She actually was making sounds for the first time in her life! "Now…let's see if we can get you to speak." Wheatley went back to the bed and positioned himself in between Chell's legs. "Are you ready Chell?" he said as he held his cock in place, getting ready to go inside her. Chell nodded and squeaked, getting herself mentally prepared whilst her body was all ready to go.

Slowly, he moved closer to Chell, going inside her inch by inch, filling her up. It hurt a bit at first she mentally noted, but once he was all the way inside her, bliss went throughout her body, she felt complete…loved. "ooooh man alive. I-I'm all the way inside you! Oh GOD this feels so fucking good." He began to move slowly in and out of her.

Wheatley glanced down to see the girl of his wet dreams face bright red, both of their bodies slick with sweat, her eyes looking right into his. Chell's sounds grew louder as Wheatley sped up. Gripping the sheets, she gave him the Okay to go rougher. He nodded, holding her thighs as he went faster, deeper and harder, making Chell's head move back and forth even more, pleasure building inside her core.

Running his hands over her legs, to her feet, Wheatley was roughly fucking Chell, finally having his dream come true. Chell was panting, making high pitched noises as she got filled. The pleasure was too much for Chell, she was on edge, but can't get over it. Wheatley saw Chell's face, mouth opening and closing, hands gripping the bed, body glistening in the dim light, she wanted to come, and she NEEDED to feel that tingling pleasure run through her body, from her head to her toes.

He thought for a minute, thinking how to send her over. Just then, he placed a hand over her clit, his thumb slowly rubbing it, then going faster and faster. Chell's body tensed up, legs locking around Wheatley's hips, her dark brown eyes going wide and locking on his, mouth wide open, Chell, for the first time in her life, has spoken. "I LOVE YOU!" she screamed as pleasure rocked her body. She started shaking as she calmed down, Wheatley, who was surprised that he actually got her to speak, looked at her with so much love in his eyes.

Wheatley slowly removed his hand and placed it back to her thigh, pleasure building inside of him. Wheatley went fast and rough, ready to burst, soon enough, he was there. "I LOVE YOU CHELL!" he cried, spilling himself inside of her. He collapsed on top of her. "Ohmanalive…love I c-can't believe how great that was! Y-you spoke! I, c-can you do it again?" Chell looked deeply into his eyes, which glowed bright blue and shined.

She smiled at him, taking her time speaking. "I love you Wheatley." He gave her a huge smile, leaning down to kill her. GLaDOS heard from the control room a high scream, followed by a deep one. "Heh, so she DOES have a voice after all…"


End file.
